General Terms and Conditions Autohandel Winkel B.V.

Autohandel Winkel B.V Lindberghstraat 37 7903 BM Hoogeveen

Article 1 Definitions

In these general terms and conditions, the following terms shall be understood to mean: ‘Winkel’: the private limited company (B.V.) Autohandel Winkel; ‘Counterparty’: any party concluding an agreement with Winkel, or with whom Winkel is negotiating about concluding an agreement; ‘Agreement’: the agreement for the delivery of goods and/or the provision of services.

Article 2 Applicability of these terms and conditions

These terms and conditions apply to all legal relationships in which Winkel acts as seller, supplier of goods, or service provider. The applicability of any general terms and conditions used by the Counterparty is hereby expressly rejected.

Article 3 Quotations and conclusion of the Agreement

1. All quotations and offers from Winkel are non-binding, unless a term for acceptance is stipulated in the quotation. A quotation or offer shall expire if the product to which the quotation or offer relates is no longer available in the interim.
2. Winkel cannot be held to its quotations or offers, or any part thereof, if they contain an obvious mistake or clerical error.
3. The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred within the framework of the agreement, including travel and accommodation, shipping, and administration costs, unless indicated otherwise.
4. If the acceptance deviates from the offer contained in the quotation or offer (whether or not on minor points), Winkel is not bound by this. The agreement will not be concluded in accordance with this deviating acceptance, unless Winkel indicates otherwise.
5. Offers or quotations do not automatically apply to future orders.

Article 4 Delivery

1. Unless otherwise agreed, delivery shall be Ex Works. Delivery takes place immediately after the agreed purchase price has been received by Winkel. The Counterparty is obliged to take delivery of the purchased goods no later than seven days after delivery. If the Counterparty does not take delivery of the goods within the aforementioned period, or refuses to take delivery of the goods, or is negligent in providing information or instructions necessary for the delivery, Winkel may dissolve the agreement and treat the down payment as compensation.
2. The Buyer declares that the purchased goods will not be resold to third parties who are on an EU sanctions list, a US sanctions list, or a UK sanctions list.

Article 5 Delivery time

An agreed delivery time is not a strict deadline (fatale termijn), unless expressly agreed otherwise. In the event of late delivery, the Counterparty must therefore give Winkel written notice of default.

Article 6 Suspension and dissolution of the Agreement

1. Winkel is authorised to suspend the performance of the obligations or to dissolve the agreement if: - the Counterparty fails to fulfil the obligations under the agreement, fails to fulfil them completely, or fails to fulfil them on time; - after concluding the agreement, circumstances come to the attention of Winkel that give good reason to fear that the Counterparty will not fulfil the obligations; - the Counterparty was requested upon concluding the agreement to provide security for the fulfilment of its obligations under the agreement and this security is not provided or is insufficient.
2. Furthermore, Winkel is authorised to dissolve the agreement if circumstances arise that are of such a nature that performance of the agreement is impossible or if other circumstances arise that are of such a nature that maintaining the agreement unchanged cannot reasonably be required of Winkel.
3. If the agreement is dissolved, the claims of Winkel against the Counterparty are immediately due and payable. If Winkel suspends the performance of the obligations, it retains its claims under the law and the agreement.
4. If Winkel proceeds to suspension or dissolution, it is in no way obliged to compensate for damage and costs arising in any way whatsoever as a result.
5. If the dissolution is attributable to the Counterparty, Winkel is entitled to compensation for the damage (such as: storage costs, transport costs, and loss of profit) arising directly and indirectly therefrom. After the dissolution of the agreement, the Counterparty, notwithstanding the foregoing, owes a penalty of 10% of the purchase price, which is immediately due and payable without further notice of default.
6. If the Counterparty fails to fulfil its obligations resulting from the agreement, Winkel is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any compensation or indemnity, while the Counterparty is obliged to pay compensation or indemnity due to non-performance (breach of contract).

Article 7 Guarantees and Liability

1. Data concerning the offered item, such as properties, colour, dimensions, as well as data on the website, in printed matter, drawings and illustrations provided by Winkel with the offer, are not binding on it and are given in good faith.
2. Upon concluding the purchase agreement, the Counterparty is deemed to be aware of all specifications of the purchased item relevant to it.
3. The Counterparty is aware that Winkel cannot vouch for hidden defects and the lifespan of the sold goods.
4. The Counterparty is allowed to extensively test the goods before the purchase.
5. The Counterparty accepts the purchased goods in the condition, including any known and hidden defects, as found at the time of delivery.
6. After receiving the item, the Counterparty can no longer invoke any defects of the item.
7. Exchange of purchased goods is not possible, save for the consent of Winkel.
8. Winkel provides no guarantees whatsoever on the goods sold by it and accepts no liability whatsoever with regard to the sold goods.
9. If Winkel should be liable for any damage, the contractor's liability is limited to a maximum of the invoice value of the agreement, or at least to that part of the agreement to which the liability relates.
10. The liability of Winkel is in any case always limited to the amount paid out by its insurer in the relevant case.
11. Winkel is never liable for indirect damage, but at most for direct damage.
12. Direct damage is exclusively understood to mean the reasonable costs incurred to establish the cause and extent of the damage, insofar as the establishment relates to damage within the meaning of these terms and conditions, the possible reasonable costs incurred to make the contractor's defective performance comply with the agreement, insofar as these can be attributed to Winkel, and reasonable costs incurred to prevent or limit damage, provided the client demonstrates that these costs have led to the limitation of direct damage as referred to in these general terms and conditions.
13. Winkel is never liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.

Article 8 Transfer of Risk

The risk of loss, damage, or devaluation passes to the Counterparty at the moment the goods are delivered to the Counterparty.

Article 9 Retention of Title

1. The goods delivered by Winkel remain the property of Winkel until the Counterparty has fulfilled all obligations under all purchase agreements concluded with Winkel.
2. If the Counterparty fails to fulfil its obligations or if there is a well-founded fear that it will do so, Winkel is entitled to take back or have taken back delivered goods subject to the retention of title referred to in paragraph 1 from the Counterparty or third parties holding the item for the Counterparty. The Counterparty is obliged to provide all cooperation for this, on pain of a fine of 10% of the amount owed by it per day.
3. If third parties wish to establish or assert any right on the goods delivered under retention of title, the Counterparty is obliged to inform Winkel as quickly as reasonably can be expected.
4. The Counterparty undertakes, upon first request of Winkel: - to insure and keep insured the goods delivered under retention of title against fire, explosion and water damage and against theft and to provide the policy of this insurance for inspection; - to pledge all claims of the Counterparty against insurers regarding the goods delivered under retention of title to Winkel in the manner prescribed in article 3:239 of the Dutch Civil Code (BW); - to pledge the claims that the Counterparty obtains against its customers upon reselling goods delivered by Winkel under retention of title to Winkel in the manner prescribed in article 3:239 BW; - to mark the goods delivered under retention of title as the property of Winkel; - to otherwise cooperate with all reasonable measures that Winkel wishes to take to protect its ownership right with regard to the goods and which do not unreasonably hinder the Counterparty in the normal exercise of its business.

Article 10 Payment

1. Payment must be made within 7 days of the invoice date, - either by means of legal tender at Winkel's office; - or by transferring the due amount to Winkel's bank account number. After the expiry of 7 days after the invoice date, the Counterparty is in default without further notice of default; from the moment of default, the Counterparty owes interest of 2% per month on the payable amount.
2. In the event of liquidation, bankruptcy, or moratorium of payment of the Counterparty, or if the debt restructuring scheme (schuldsaneringsregeling) is declared applicable to the Counterparty, the obligations of the Counterparty shall be immediately due and payable.
3. In the case of cash payment, the buyer declares that the money is not derived from illegal transactions and is also willing to provide a copy of identification.
4. When cash payment is made, whereby the transaction is delivered intra-community (0% VAT delivery within the EU), the buyer declares that the delivered goods will be transported to the invoice address.

Article 11 (Collection) Costs

If the Counterparty fails to fulfil one of its obligations, or fails to fulfil it on time, then, in addition to the agreed price, the Counterparty shall bear: - all costs for obtaining satisfaction out of court, which also includes the costs for drafting and sending reminders, making a settlement proposal, and obtaining information. In any case, the Counterparty who cannot be regarded as a consumer owes 10% of the agreed purchase price. For consumers, the extrajudicial costs are calculated based on the Decree on the compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten). If Winkel has incurred higher costs, these will also be eligible for reimbursement. - all costs for obtaining satisfaction in court.

Article 12 Force Majeure

1. Force majeure is understood to mean circumstances that prevent the performance of the obligation and that cannot be attributed to Winkel. This shall include (if and insofar as these circumstances make performance impossible or unreasonably difficult): strikes in companies other than those of Winkel, unforeseeable stagnation at suppliers or other third parties on whom Winkel depends, and general transport problems.
2. Winkel also has the right to invoke force majeure if the circumstance that prevents (further) performance occurs after Winkel should have fulfilled its obligation.
3. During force majeure, the deliveries and other obligations of Winkel are suspended. If the period in which performance of the obligations by Winkel is not possible due to force majeure lasts longer than two months, both parties are entitled to dissolve the agreement without any obligation to pay compensation in that case.
4. If, at the onset of force majeure, Winkel has already partially fulfilled its obligations, or can only partially fulfil its obligations, it is entitled to invoice the part already delivered or the deliverable part separately, and the Counterparty is obliged to pay this invoice as if it were a separate contract. However, this does not apply if the part already delivered or the deliverable part has no independent value.

Article 13 Indemnification

1. The Counterparty indemnifies Winkel against all claims from third parties, which are directly or indirectly, mediately or immediately related to the execution of the agreement or arise from the law.
2. If Winkel should be addressed by third parties on this ground, the Counterparty is obliged to assist Winkel both out of court and in court and immediately do everything that can be expected of it in that case. Should the Counterparty fail to take adequate measures, Winkel is entitled, without notice of default, to proceed to do so itself. All costs and damage arising therefrom on the part of Winkel and third parties shall be entirely for the account and risk of the Counterparty.

Article 14 Applicable law and competent court

1. Dutch law exclusively applies to all legal relationships in which Winkel is a party, even if an obligation is entirely or partially executed abroad or if the party involved in the legal relationship resides there.
2. The court in the place of establishment of Winkel is exclusively competent to take cognisance of disputes, unless the law mandatorily prescribes otherwise. Nevertheless, Winkel has the right to submit the dispute to the court competent according to the law.
3. The provisions of the Vienna Sales Convention are not applicable, nor is any future international regulation regarding the sale of movable goods, the operation of which can be excluded by the parties.
4. All disputes arising from or related to the aforementioned legal relationships shall be exclusively submitted to the District Court of North Netherlands (Rechtbank Noord-Nederland).

Article 15 Place of finding and amendment of terms and conditions

1. These terms and conditions are available free of charge upon request from Winkel, and they are also available for inspection at Winkel's office.
2. The Dutch text of the general terms and conditions is always decisive for their interpretation